Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
December 28, 2007
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
|
(State
or Other Jurisdiction
|
(Commission
file Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
|
Identification
No.)
|
|
4
West Rockland, Montchanin, Delaware
|
19710
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code (302)
656-1707
|
| |
Acorn
Factor, Inc.
|
|
| |
(Former
name or former address, if changed since last report.)
|
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section
2 - Financial Information
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement.
We
have
elected
to redeem
on
January 29, 2008 all of our then outstanding 10% Convertible Redeemable
Subordinated Debentures due March 30, 2011. The redemption price is equal to
the
outstanding principal amount of the debentures, plus accrued and unpaid interest
thereon to the redemption
date. Payment
of
the redemption price will be made against presentation and surrender of the
original debentures. On December 28, 2007, we sent notice of the redemption
to
each of the debenture holders. Under the terms of the debentures, the redemption
notice is irrevocable.
Under
the
terms of the debentures, at any time prior to 5:00 p.m. Eastern Standard time
on
January 29, 2008, each debenture holder may convert up to 50% of the original
principal amount of the debenture, less any amounts previously converted, into
our common stock, at a conversion price of $3.80 per share.
Debentures
with an aggregate principal amount of approximately $6.5 million are
outstanding, of which approximately $3.1 million is convertible. If
all
debenture holders were to exercise their conversion rights in full prior to
the
redemption date, we would be obligated to pay approximately $3.4 million plus
accrued and unpaid interest to redeem the balance of the debentures. A copy
of
the Press Release announcing the redemption is attached hereto as Exhibit 99.1.
Section
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
January 1, 2008, we changed our name from Acorn Factor, Inc. to Acorn Energy,
Inc. The
name
change was effeced pursuant to Section 253 of the General Corporation Law of
the
State of Delaware by merging a wholly-owned subsidiary of the registrant into
the registrant. The registrant is the surviving corporation and, in connection
with the merger, we have amended our Certificate of Incorporation to change
our
name to Acorn Energy, Inc. pursuant to the Certificate of Ownership and Merger
filed with the Secretary of State of the State of Delaware. A copy of the
Certificate of Ownership and Merger is attached hereto as Exhibit
3.1.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
3.1
|
|
Certificate
of Ownership and Merger dated December 21, 2007 effecting the name
change
to Acorn Energy, Inc.
|
| |
|
|
|
99.1
|
|
Press
Release dated January 2, 2008 announcing the debenture
redemption.
|
| |
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized on this 2nd day of January 2008.
ACORN
ENERGY, INC.
By: /s/
Sheldon Krause
Name:
Sheldon Krause
Title:
Secretary and General Counsel